chapter24双语讲义
公司法和商法(双语)讲义 第24章Corporate and Business Law Chapter 24
24 Share capital1 Definition1.1 "A share is a right to a specified amount of the share capital of a company, carrying with it certainrights and liabilities, while the company is a going concern and in its winding up".It "consists of a series of mutual covenants".Classification1.2 Share capital is a term used in a variety of senses.(a) Authorised Share Capital:Total amount of share capital which the company is authorisedto issue.(b) Issued Share Capital:Nominal value of shares which have been issued to members.(c) Called Up Share Capital:Aggregate amount of calls which a member is required to pay.(d) Paid Up Share Capital:Aggregate amount of money paid up on shares which havebeen issued.(e) Reserve Capital:Capital which the company has resolved not to call except in thecourse of winding up. s.120.2 Power of company limited by shares to alter itsauthorised share capital s.121Basic objective2.1 This section applies only to a company’s authorised capital, not to its issued capital. Authorities needed2.2 (a) A power in the articles; or(b) An ordinary resolution of members in general meeting.Filing requirements2.3 A copy of the memorandum plus the ordinary resolution must be sent to the Registrar within 15 days.Other purposes2.4 It is used for increasing, consolidating, sub-dividing or reducing the amount stated as its authorisedcapital in the memorandum.3 Directors' authority to allot shares (s.80) Authorisation3.1 (a) The directors of a company may not allot shares unless they are authorised to do so:-(i) By the articles, or(ii) By ordinary resolution.(b) The authority to allot:(i) may be particular/general; conditional/unconditional(ii) must state:(a) the maximum number of shares which may be allotted.(b) the date on which the authority expires.(iii) must not be for a period of more than 5 years from:(a) the date of incorporation (if authority was in the original articles).(b) the date of a resolution giving authority.(iv) can be extended beyond 5 years by private companies using an elective resolution orit may be renewed for further periods of up to 5 years by any company subject to thesame restrictions.(v) may be revoked or varied at any time by the members in general meeting. Contravention of S.803.2 (a) Any director who contravenes or permits/authorises a contravention of s.80 will be liable to afine.(b) This will not affect the validity of any allotment of shares s.80.Directors’ duties3.3 Although the directors have the authority to allot shares they must remember their fiduciary duties tothe company and accordingly:(a) They must act in the best interests of the company and issue shares for a proper purpose.Howard Smith v. Ampol Petroleum(b) They must not allot to prevent a take-over;Hogg v. CramphornUnless sanctioned by a general meeting;Bamford v. Bamford4 Pre-emption rightsMain rule4.1 Where any company (public or private) issues equity shares WHOLLY FOR CASH, it must first offerthem to existing equity shareholders in proportion to the nominal value of their equity holding: s.89 Notification of shareholders4.2 Holders of registered shares must receive notice in writing.Period of offer4.3 (a) The offer must be open for at least 21 days.(b) No allotment may be made until:-(i) the offer period has expired or(ii) every offer made has been accepted or refused s.89Private company exclusions. s.914.4 Private companies will not be bound by s.89 if their memorandum or articles specifically exclude it. Disapplication of pre-emption rights s.954.5 (a) If directors have either a general or specific authority to allot shares, then the company byspecial resolution may overrule or modify the rights.(b) This may require a written statement by the directors to be circularised with notice of themeeting.(c) Time limit on disapplication:(i) Unlisted – 5 years(ii) Listed – 15 monthsBreach of rules4.6 If securities are issued in breach of these rules, the members may recover loss from those in default– time limit two years.5 Payment for sharesOverviewPAYMENT FOR SHARESAll companies PlcsAll companies5.1 (a) The issue of shares at a discount is prohibited s.100.(b) In general, shares in ANY company (public or private) may be paid up in money OR money’sworth (including goodwill and "know-how"). s.99(1)Private companies5.2 A private company may allot shares for inadequate consideration by acceptance of goods or servicesat an over value.Public companies5.3 (a) A public company may not allot shares unless at least 25% of their nominal value and thewhole of any premium is paid up. s.101.(b) Any shares issued by a public company to the subscribers to the memorandum must be paidup in cash s.106.(c) Shares in a public company may NOT be paid for by an "undertaking to do work or to performservices" s.99(2).(d) Payment for shares by non-cash consideration:(i) Valuing the assetA public company may not allot shares (whether as fully or partly paid) for a non-cashconsideration unless:-(a) the non-cash consideration has been independently valued and(b) a report on the valuation has been made to the company within the 6-monthperiod prior to the allotment and to the allottee.The valuation must be performed by the auditor or someone they consider to besuitably qualified.(ii) Acquiring the assetThe company must get the asset within 5 years from the date of allotment. s.102 Liability for contravention of previous sections s.1055.4 (a) Allottees are liable for any shortfall plus interest at 5%.(b) The court can give exemption (if it appears just and equitable to do so).Share premium account s.1305.5 (a) Where shares are issued at a premium whether for cash or otherwise, an amount equal to thepremium must be transferred to a 'Share Premium Account'.(b) The account can be used for four purposes only:(i) writing off the preliminary expenses.(ii) writing off the expenses, commission or discount relating to any issue of shares or debentures (NB: Shares cannot be issued at a discount).(iii) providing the premium payable on the redemption of shares or debentures.(iv) issuing fully paid bonus shares to existing members.。
PHYSICS for Scientists and Engineers 讲义 ch24[1]
![PHYSICS for Scientists and Engineers 讲义 ch24[1]](https://img.taocdn.com/s3/m/61646a0910a6f524ccbf859a.png)
Is this a good definition? ie does the resistance belong only to the resistor? Recall the case of capacitance: (C=Q/V) depended on the geometry, not on Q or V individually Does R depend on V or I ?
I1 I2
Chapter 24, ACT 1
V
– What is the relation between I1, the current flowing in R1 , and I2 , the current flowing in R2?
(a) I1 < I2
(b) I1 = I2
(c) I1 > I2
Which of the graphs represents the current I around the loop?
2 1 4
ε
+
R I
3
1 +
2
3
4
x
1 +
2
3
4
1 +
2
3
4
z z z
z
z
Charged particles = particles of fluid Circuit = pipes Resistance = friction of fluid against pipe walls, with itself.
Chapter 24, ACT 2
Consider a circuit consisting of a single loop containing a battery and a resistor.
高二英语Unit 24 (1) 北师大版知识精讲
高二英语Unit 24 (1) 北师大版【本讲教育信息】一. 教学内容：Unit 24 (1)二. 具体过程：Society（一）begging discrimination violence drugs homelessness inequality poverty racism unemployment abortion（二）in order of 按照……的顺序Please put these books on the shelf in order of numbers.in order 按顺序 Line up and walk to the door in order.井井有条 The books are arranged in order.I put everything in order before going out.I have checked it and find everything is in order.on the increase 在上升，在增长。
Nowadays prices are on the increase.on表示从事，在……情况中I am here on business.You can’t find him because he is on holiday.Maybe he is on a trip to America.She is on a diet.The workers are on strike.（三）Reading1. Many of us in developed societies are trapped in a spending circle. We work hard so that we can earn more money, we spend more and because we spend more we have to work even harder. Sometimes we try to deposit a little or change our money into different countries’ currencies in the hope that we can even make more money. But strangely enough, the more money we earn, the less often we see it.change …into…The witch changed the prince into a frog.I need to change my Us dollars into Ren Min Bi.注意： Ice will change into water when it is hot enough.I must change into my best dress to go to the party.另外我们常常可以用来表示此意的词还有：The flood turned the city into a world of water.The princess was turned into a swan.Can you put the sentence into Chinese?in the hope that 怀着……的希望The movie star put on a big sunglasses in the hope that nobody can recognize her.in the hope of / in hopes of 希望I followed her in the hope of finding something unusual.注意had hoped的使用：I had hoped to meet you there.I had wanted to help you with your English but I was too busy.They had expected to be supported by you, but you turned them down.the more… the more…越……越……2. Besides, we’re all taxpayers so the more we earn, the more tax we have to pay to those who govern us. Thus the circle goes round and round and getsmore and more complicated.those who govern us 定语从句Those who I know well can be let in.Anyone who breaks the law will be punished.go round and round 不停地转圈、重复The same thing goes round and round.副词的重复使用强调动作的重复发生。
新概念英语第二册 Lesson 24 It could be worse 讲义
新概念英语第二册Lesson 24 It could beworse 讲义Lesson 24It could be worse？Part 1: TextI entered the hotel manager's office and sat down. I had just lost $50 and I felt very upset.' I left the money in my room,' I said, 'and it's not there now.' The manager was sympathetic, but he could do nothing. 'Everyone's losing money these days,' he said. He started to complain about this wicked world but was interrupted by a knock at the door. A girl came in and put an envelope on his desk. It contained $5o. 'I found this outside this gentleman's room' she said. 'Well,' I said to the manager, 'there is still some honesty in this world!'Part 2: New words and expressions1 manager ['m nid ] n.经理2 upset [ p'set] a.不安3 sympathetic [ simp 'θetik] a.表示同情的4 complain [k m'plein] v.抱怨5 wicked ['wikid] a.很坏的，邪恶的6 contain [k n'tein] v.包含，内装7 honesty [' nisti] n.诚实区别：boss 老板，头head 1.重要, 2. 关系亲密的人物Part 3: Notes on the text1、I entered the hotel manager's office and sat down名词修饰名词The hotel manager's office修饰名词实质名词还有: telephone number 电话号码举例: the village fair :乡村集市(the fair of the village/the fair in the village)名词修饰名词的复数表示修饰作用的名词永远是单数，但是man和woman除外Eg:5棵苹果树 5 apple trees4个书店 4 book shops3个女老师3 women teachers2个女学生2 girl students2、I had just lost $50 and I felt very upsetfeel+(adj.)upset不安(事发后);nervous:(事发前过程中)感官动词+ 形容词感官动词属于系动词感官动词: feel，look，soundtaste,smell,也叫连系动词，是非主流动词，不能单独使用做谓语，必须和表语构成系表结构。
新概念英语第二册24
5、'Everyone's losing money these days,' he said.
days可以指“时期，时代”，如in his boyhood day （在他的童年时代）。 these days指“现今”用进行时态取代一般现在时, 在英文是一种修辞方法, 表示不满, 一种感情。
6、He started to complain about this wicked world but was interrupted by a knock at tt $50 and I felt very upset.
lose lose---lost---lost vt. 遗失，丢失 The woman lost her handbag. feel +形容词 一般指心情“觉得……，感觉 到……” feel upset 心烦意乱，很苦恼
complain v.
抱怨
complain (of/about sth) to sb. 对某人/向某人抱怨 He complained of/about his salary to his boss. 他向老板抱怨他的工资。
Wicked
adj. 很坏的、邪恶的
指人或者是人的行为不道德的，邪恶的 A wicked deed 邪恶的行为 A wicked lie 邪恶的谎言
3 、‘ I left the money in my room, ’ I said,‘and it’s not there now.’ • Leave • 意思：1. 离开 2. 留下 （正好相反） • leave sth somewhere 把…留在…
• He left his notebook in the taxi. • Someone left some money at the ATM.
新概念第二册第二十四课
New words
➢经理 ➢不安 ➢表示同情的 ➢抱怨
✓manager ✓upset ✓sympathetic ✓complain 勇于开始，才能找到成
功的路
➢很坏的，邪恶的 ✓wicked
➢包含，内装 ✓contain
➢诚实
✓honesty
I enter the hotel manager’s office and sat down.
6.rtehlaetqinugaltiotytohfebsetianngdhaorndessotf good ohrobnaedstbyehaviour, fairness, honesty, etc. which each person believes in,
rather than to laws
1. enter =come into = go into enter for… 报名参加 2. clothes shop
colour TV country life apple seeds meeting room telephone number
• I felt upset. 1. （1）Upset: adj 难过的，不安的，烦躁的 e.g. There is no point getting upset about it. be upset about sth 2. upset: to make someone/yourself feel unhappy, anxious,
enter
2. He’s _______ (失去)his job and he feel very_____(苦恼).
3. 4.
II’tvweal s_s_u_n_lon_ysmtjuysbtangoown,
新概念青少版1B中英字幕-unit 24【声音字幕同步PPT】
力练习）
Pattern 3 The ninth picture I love vegetables! Do you like them? 句型3 第9幅
图 我喜欢蔬菜！你喜欢吗？
Pattern 4 The ninth picture Do you want any vegetables? 句型4 第9幅图 你想要些蔬菜
蔬菜吗？ 是的，我喜欢。 Do you like fruit? No, I don't. 你喜欢水果吗？
不，我不喜欢。 Now listen and repeat. 现在听并重复。（听
力练习）
Pattern 2 The ninth picture Do you like
vegetables? Yes, I do, but I doesn't want any now. 句型2 第9幅图 你喜欢蔬菜吗？ 是的，
There's some lettuce and some cucumber. Is that OK? 有生菜和黄瓜。这样可以吗？
That's fantastic, Karen! It's my favourite kind of food! 那太好了，卡伦。这是我最喜欢的食物。
Well, here's a bowl. You and Paul can pick some strawberries from the garden. 噢，这 儿有一个碗。你和保罗可以从花园里摘一些草莓。 Then we can have some fruit for dessert. 这
Now listen and repeat. 现在听并重复。（听 力练习）
实用美国英语第二十四课
government agencies（政府机关）
small companies
"The business of America is business." This was once said by an American president. The business district of an American city is crowded with large office buildings which are filled with banks, corporation headquarters, and government agencies. Every weekday morning thousands of office workers enter these buildings and leave in the evening. The men and women who do the office work are called white-collar workers. Secretaries, computer operators and administrators are all white-collar workers. Many office workers work operate operation
M: What's going on around here? All the offices were changed. F: Haven't you heard? Where have you been, anyway? M: I was sent to Chicago. I just got back. F: Well, a lot of changes were made last week. For one thing, Marta was transferred.（转移） M: Where is she now? Was she promoted? F: Yes, she was transferred to the main office downtown M: I see. What about you? Were you promoted too?
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PROBLEMS 24-1 Maxwell’s Equations1. Gauss ’ laws for electric fields and for magnetic fields differ due to the lack of magnetic charges. Assume that magnetic monopoles (magnetic charges) exist; denote them by the symbol M . Rewrite Gauss ’ law for magnetic fields, and give the SI units for M .2. Equations 24-1 through 24-4 apply in a vacuum. Write Maxwell ’s equations for matter instead by using the dielectric constant εr and the relative permeability μr .24-3 Properties of Electromagnetic Waves3. A plane electromagnetic wave has a maximum electric field of 3.20⨯10-4 V/m. Find the maximum magnetic field.4. If the electric field for a plane electromagnetic wave is given by E x = 0, E y = E 0 cos (kz +ωt ), and E z = 0, what are B and the direction of propagation of the wave?5. The electric field of a certain plane electromagnetic wave is given by E x = 0, E y = 0, and .cos[()],15z E 2010t-x/c π= with c = 3.0⨯108 m/s and all quantities in SI units. Write expressions for the components of the magnetic field of the wave.6. A plane electromagnetic wave of wavelength 1.2 m propagates in the z -direction. The electric field points in the y -direction and has amplitude of 3.0 V/m. Write an expression for the magnetic field, including its amplitude in SI units. Assume that the electric field is at its maximum at z = 0, t = 0.24-4 Energy Transport and the Poynting V ector7. A radio station emits a signal with a power of 50 kW. What are the amplitudes of the electric field and magnetic field at distances of 10 km and 1000 km? Assume that the signal far from the antenna is transmitted with equal intensity in all directions. (Real radio stations cannot afford to transmit their energy in this way, and their antennas distribute energy with a high degree of directionality.)8. The electric field for a given electromagnetic wave has a peak value 50 mV/m. What is the intensity of the wave?9. Assume that a 100 W light bulb emits light equally in all directions. What are the peak values of the electric and magnetic fields at a distance of 1 m?10. A laser delivers 103 J of energy in a pulse that lasts 10-9 s. What are the peak electric and magnetic fields for a laser beam of diameter 10-3 m?11. What is the intensity of a plane traveling electromagnetic wave if B m is 1.0⨯10-4 T?12. The maximum electric field at a distance of 10 m from an isotropic point light source is 2.0 V/m. What are (a) the maximum value of the magnetic field and (b) the average intensity of the light there? (c) What is the power of the source?13. An airplane flying at a distance of 10 km from a radio transmitter receives a signal of intensity 10 μW/m 2. Calculate (a) the amplitude of the electric field at the airplane due to this signal, (b) the amplitude of the magnetic field at the airplane, and (c) the total power of the transmitter, assuming the transmitter to radiate uniformly in all directions.24-5 Radiation Pressure14. A plane electromagnetic wave of wavelength 12 μm and an electric field amplitude of 10 V/m impinges on a totally reflecting surface of area 10 cm 2. What is the radiation pressureexerted by the wave?15. High-power lasers are used to compress a plasma (a gas of charged particles) by radiation pressure. A laser generating pulses of radiation of peak power 1.5⨯103 MW is focused onto 1.0 mm 2 of high-electron-density plasma. Find the pressure exerted on the plasma if the plasma reflects all light beams directly back along their path.16. What is the radiation pressure 1.5 m away from a 500 W light bulb? Assume that the surface on which the pressure is exerted faces the bulb and is perfectly absorbing and that the bulb radiates uniformly in all directions.17. Prove, for a plane electromagnetic wave that is normally incident on a plane surface, that radiation pressure on the surface is equal to the energy density in the incident beam. (This relation between pressure and energy density holds no matter what fraction of the incident energy is reflected.)18. A particle in the solar system is under the combined influence of the Sun ’s gravitational attraction and the radiation force due to the Sun ’s rays. Assume that the particle is a sphere of density 1.0⨯103 kg/m 3 and that all incident light is absorbed. (a) Show that, if its radius is less than some critical radius R , the particle will be blown out of the solar system. (b) Calculate the critical radius.Problems1. 0enc B dA M μ⋅=⎰ , A ⋅m.2. enc r 0q E dA εε=⎰ , 0r1B dA μ⋅=⎰ , 00r 0enc r 1d B ds E dA i dt μεεμμ⋅=⋅+⎰⎰ ,r r d 1E ds B dA dt εμ⋅=-⋅⎰⎰ .3. 1.07⨯10-12 T.4. cos(),m x E B kz t cω=+in the - z direction.5.B x = 0, B z = 0,.cos[(/)].95y B 671010t x c π-=-⨯- 6. 88510sin(510).3z B z t ππ-=--⨯ 7. E m = 1.7⨯10-1 V/m, B m = 5.8⨯10-10 T at 10 km;E m = 1.7⨯10-3 V/m, B m = 5.8⨯10-12 T at 1000 km.8. 3.3⨯10-6 W/m 2.9.E m = 77.5 V/m, B m = 2.58⨯10-7 T.10. 3.1⨯1010 V/m, 1.0⨯102T.11. 1.2⨯106 W/m2.12. (a) 6.7 nT; (b) 5.3 mW/m2; (c) 6.7 W.13. (a) 87 mV/m; (b) 0.30 nT; (c) 13 kW.14. 8.8⨯10-8 Pa.15. 1.0⨯107 Pa.16. 5.9⨯10-8 Pa.17. proof problem.18. (b) 508 nm.。